Enter the Vietnamese market with the right structure

Under the Investment Law 2025 (No. 143/2025/QH15, effective March 2026) and Enterprise Law 2020 (No. 59/2020/QH14), foreign investors can choose from four main structures: (1) Limited Liability Company (LLC): the most common, suitable for trading, services, and manufacturing; (2) Joint Stock Company (JSC): for multiple shareholders or planned IPOs; (3) Representative Office (RO): for market research and liaison only, no revenue; (4) Branch Office: an extension of a foreign trader that has operated for at least 5 years, open only in sectors that Vietnam has opened to foreign branches and licensed by the provincial People's Committee. Each has different capital requirements, permitted activities, compliance obligations, and setup timelines.

It depends on your commercial intent. If you plan to generate revenue in Vietnam (invoicing, trading, or providing services), you need an LLC or JSC. If you only need to research the market, build partnerships, and promote your brand without earning revenue, a Representative Office is the lowest-cost option ($1,800 service fee vs $2,500+ for an LLC). A Branch Office can conduct commercial activities but the parent company bears unlimited liability. Many first-time investors start with an RO for 6–12 months, then convert to an LLC once they're ready to operate commercially.

In most sectors, yes. Vietnam's Investment Law 2025 allows 100% foreign-owned enterprises. However, some business lines are subject to market access conditions listed in Annex I of Decree 96/2026/NĐ-CP and in Vietnam's international commitments. We verify your planned activities against Vietnam's WTO commitments, EVFTA, and CPTPP provisions before filing.

Conditional business lines are activities that require additional sub-licenses or approvals beyond the standard IRC/ERC. They're listed in Annex IV of the Investment Law 143/2025/QH15 (detailed by Decree 96/2026/NĐ-CP) and include industries like food processing, pharmaceuticals, logistics, real estate, education, and financial services. If your business falls into a conditional category, you'll need sub-licenses from the relevant ministry (e.g., Ministry of Health for food safety, or DOIT for trading licenses). This can add 2–6 weeks to your setup timeline and may require specific capital or facility requirements.

It can. If your parent company is from an EU or CPTPP member country, Vietnam's trade agreements may affect market access conditions for specific sectors. Those conditions are set by Vietnam's international commitments and sector laws, and are published on the National Investment Portal (Decree 96/2026/ND-CP, Article 18). We check your eligibility under all applicable agreements before recommending a structure.

There is no universal minimum for most sectors under the Investment Law 2025. However, specific industries have statutory thresholds: real estate requires VND 20 billion (~USD 800,000), banking and insurance have higher floors. For most businesses, your registered capital should be proportionate to your planned operations: too low raises questions from licensing authorities, too high creates unnecessary tax exposure. Capital must be contributed within 90 days of ERC issuance under Article 47 of the Enterprise Law.